LTC Corp (prev. Lion Teck Chiang)

[opmi]

Whether the Chengs and the remaining minority shareholders of LTC Corp can together make a lot of money in the hopefully not too distant future would depend on the redevelopment potential - including for alternative use and combining with the adjoining empty government land fronting Paya Lebar Rd - of the combined freehold land plot next to the Macpherson MRT (interchange) station.

My simple visual survey by using Google Map shows the combined freehold land plot owned by LTC Corp has a total land area of approx. 170,000sf. Anyone familiar with land planning and property development able to help do some scenario planning to estimate the potential development value of a new integrated commercial/industrial project for the site?

well, the whole place can be converted to data centres like their neighbour (the one near to PIE)

[opmi]

its really nice to see the final closing of the general offer lasting almost half a year long..
and delighted to able to have my humble minority shares squeezed & tagged along with the wise big brother in a business whose calculation and estimation of the figures easily show that it is deeply undervalued

does anyone know if between now and the coming delisting exercise, can the big brother based on the rules do a private share placement to an unknown 3rd party? ... hopefully the watchdogs can monitor

Under the by-law , when can the Chengs make another G.O. ?

the next obvious action by LTC will be Delisting EGM. Which will be a success since minority shareholders unlikely to muster 10% to vote against.

So if remaining minority wants to keep LTC listed, now is the time to start. From Vard's situation, it is too late when u receive the Notice of EGM.

[pianist]

For me there is no strong motivation to keep it listed. By delisting the company saves compliance costs save all the noise from advisers. I'm on the same side as my big brother as long as he dun boot me out from owning a piece of the cake 😜

[cfa]

There will be few/many minority shareholders in unlisted LTC , if LTC is eventually delisted ?
Is it worst holding on to the shares if it is no longer a marketable security ?

[ACTIVIST SPEAKS]

The management had already indicated they will go for delisting if they failed to get 90%. Once delisted, minorities are no longer protected by the listing rules. It is going to be difficult to get a good price if the controlling shareholder does not offer you. There are very angry shareholders holding shares in those previously listed companies....

[mslee888]

IMHO, it may not be too bad a thing even if it gets delisted. 
In previous Aztech case, the GO was 42ct which some of us rejected. 
Then they declared an interim dividend of 30ct and now proposing a final dividend of 10ct. 
Thats 40ct in the bag...i think you can guess who actually is the biggest winner after the delisting exercise.

[opmi]

The management had already indicated they will go for delisting if they failed to get 90%.  Once delisted, minorities are no longer protected by the listing rules.  It is going to be difficult to get a good price if the controlling shareholder does not offer you.  There are very angry shareholders holding shares in those previously listed companies....

Like General Magnetics

[MOV]

LTC today announced Voluntary Delisting, barely 3 months after the close of its unconditional cash offer.

http://infopub.sgx.com/Apps?A=COW_CorpAn...1f9d10b0dc

Offeror holds 88.44% of total number of shares and putting an exit offer of $0.925 (same as previous offer with no further revision), a large discount to NAV of $1.6658 from FY2018 results. 

Guess now is the right time to 'strike' with all the gloomy headlines of trade war and bad market sentiment.

Will small shareholders be able to resist or will many accept this time? 

SGX should really review takeover rules and deter companies from taking private on the cheap!!

[ghchua]

With one stroke, this Voluntary Delisting announcement will mean that minorities faint hopes of holding onto their LTC Corp shares being almost dashed. Allow me to explain why it is an uphill task.

1. The exit offer is conditional on the delisting resolution being passed at the EGM. Since the controlling shareholder of LTC Corp, Mountbatten Enterprises holds around 88.44% of the company and intends to vote in favour of the delisting resolution, they have satisfied the first condition for the delisting resolution to be carried which needs at least 75% of the shares voting for it. What's left is for minorities holding the remaining 11.56% of the company to come out in force and block the resolution with 10% or more of the votes at the EGM. It is a big ask, as it means that more than 85% of those holding the remaining 11.56% of the shares will have to play ball and vote. Not doing anything will not contribute to the against vote count.

2. If the delisting resolution is being passed, the offeror will then launch the exit offer via another entity, Mountbatten Resources. Mountbatten Enterprises (holding around 88.44% of LTC Corp) had given an undertaking to tender all the shares it holds (and any other shares it might subsequently acquire) to Mountbatten Resources. Which means, the offeror, Mountbatten Resources will at least hold around 88.44% of LTC Corp after the exit offer is being launched. It needs another 1.56% of LTC Corp to hit 90%, which will trigger compulsory acquisition under Section 215(1) of the Companies Act. The offeror has said that it intends to exercise its rights to compulsory acquire the remaining shares when it is entitled to. Which means, the chances of minorities holding onto unlisted LTC Corp shares is also remote.

3. What is left is for the appointed IFA to issue its opinion in relation to the exit offer. I don't see a change in opinion since the last VGO, as not much changes had happened to the company since then. Which means, the exit offer is very likely to be deemed as "reasonable".

[dydx]

The all-important Shareholders' EGM approving/disapproving the voluntary delisting of LTC Corp from SGX will be held next Wednesday, 14Nov18 at 10:00am, at Ballroom A, Swissotel Merchant Court...
http://infopub.sgx.com/FileOpen/LTC_Noti...eID=531194

All LTC Corp shareholders should make time to attend the egm to question the controlling shareholders and management the logic and their real intentions behind this expensive exercise, before voting. Shareholders who cannot attend the egm should appoint their proxy/proxies (up to 2 persons are allowed) to attend the meeting and cast their votes, and they must submit their proxy form by latest 10:00am next Monday (12Nov18) to the Company Secretary, at LTC Corp's HQ, located at 10 Arumugam Rd, #10-00 LTC Building A. This is especially important for shareholders who do not wish to see LTC Corp delisted and therefore must vote in the egm against the proposed delisting resolution.

LTC Corp shareholders attending the egm should also take some time to review the latest circular dated 29Oct18 containing all relevant info on the proposed voluntary delisting...
http://infopub.sgx.com/FileOpen/LTC_Circ...eID=531228

In the Circular, the appointed IFA (Xandar Capital - a relatively unknown firm!) did not mention anything on the potential redevelopment opportunities of the highly valuable freehold site at 10, 12, 14 & 16 Arumugam Rd (now zoned for industrial) and the potential very substantial value enhancement that could be created for the benefit of all LTC Corp shareholders. I suppose many shareholders will have to direct their questions on this important asset to LTC Corp's directors/management and ask for their guidance.

From the above Circular (page I-20 of Appendix 1), I noted LTC Corp's latest (as at 30Jun18) NAV and RNAV (including revaluation surplus from properties) stood at $260.616m and $279.486m, respectively. Based on LTC Corp's 156.453m outstanding issued shares, NAV/share and RNAV/share now stand at $1.666 and $1.786, respectively.

The unchanged exit offer by the controlling shareholder/Cheng Family at $0.925/share - when compared against LTC Corp's NAV/share of $1.666, and RNAV/share of $1.786 - is clearly inadequate and unfair to minority shareholders, who also must be mindful that the intrinsic value of each LTC Corp share should and can be substantially higher than $1.786, if the potential redevelopment of the highly valuable freehold site at 10, 12, 14 & 16 Arumugam Rd is taken into consideration.

Someone I talked to recently on this case, made a remark that SG's regulations protecting minority shareholders' rights and interests, as well as against oppression by controlling shareholders, are clearly quite lacking. He further remarked that in some other countries (e.g. U.S.A.), shareholders of public-listed companies would quite readily initial class-action suits against the companies and their management and/or controlling shareholders in order to extract a fair deal for themselves.